UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
Or
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 193
For
the transition period from
to
Commission
file number 333-120120-01
KIDOZ INC.
(Previously
Shoal Games Ltd.)
(Exact
name of registrant as specified in its charter)
ANGUILLA, B.W.I.
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98-0206369
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Hansa Bank Building, Ground Floor, Landsome Road
AI 2640, The Valley, Anguilla, B.W.I
(Address
of principal executive offices)
(888)
374-2163
(Issuer's
telephone number, including area code)
Securities registered under Section 12(b) of the
Exchange Act:
None
(Title
of Each Class & Name of each exchange on which registered)
Securities
registered under section 12(g) of the Exchange Act:
COMMON STOCK,
NO PAR VALUE PER SHARE
(Title of
Class)
Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes [ ]
No [ X ]
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes [ ]
No [ X ]
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [ X ]
No [ ]
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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months. Yes [
X ] No [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
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Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated
filer [
]
Non-accelerated filer [ ]
Smaller reporting
company [ X ]
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Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes [ ] No [ X ]
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State issuer's revenues for its most recent fiscal year. $4,517,379
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State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price and asked price of such common equity, as of the last business
day of the registrant's most recently completed second fiscal
quarter.
Our common stock is quoted on the TSX Venture Exchange in Canada
under the symbol "KIDZ" (previously "SGW"). The closing share price
as of June 9, 2020, being CAD$0.345 (approximately US$0.26) per
share under symbol KIDZ on the TSX Venture Exchange and is quoted on
the Over the Counter Markets - The Venture Marketplace ("OTCQB")
operated by OTC Markets Group Inc. (http://www.otcmarkets.com/)
under the symbol "KDOZF and the aggregate market value of the voting
and non-voting common equity held by non-affiliates is $16,148,646.
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APPLICABLE ONLY TO CORPORATE
REGISTRANTS
Indicate the
number of shares outstanding of the registrant's common stock, no
par value per share, was 131,124,989 as of June 9, 2020.
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DOCUMENTS INCORPORATED BY REFERENCE
The merger of Bingo.com, Inc. with
Shoal Games Ltd., which was approved by the Securities Exchange
Commission on March 8, 2005, and is effective on April 7, 2005, is
described in the prospectus filed under Rule 424(b) of the
Securities Act and the Form S-4, which were filed on March 9, 2005,
and March 4, 2005, respectively. The Company filed Form SB2 on
September 18, 2007, for the registration of shares originally issued
in the private placement. In addition, the Company filed a TSX
Venture Exchange Listing Application for the TSX-V listing on June
29, 2015.
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Page 1
EXPLANATORY NOTE FOR AMENDMENT NO. 1
Kidoz Inc. (the "Company") is
filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, originally
filed with the Securities and Exchange Commission (the "SEC") on April 22, 2020
(the "Original Filing"). This Amendment No. 1 does not reflect events occurring
after April 22, 2020, the date of the filing of the Annual Report, or modify or
update those disclosures that may have been affected by subsequent events.
The
Registrant is filing this Amendment to include those disclosures required by the
SEC's March 4, 2020 Order (Release No. 34-88318), as modified on March 25, 2020
(Release No. 34-88465) (the "SEC Order"). This Form 10-K/A is being filed in
reliance on the SEC Order.
On March 4,
2020, the U.S. Securities and Exchange Commission (the "SEC") issued an order
under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), granting exemptions from specified provisions of
the Exchange Act and certain rules thereunder. On March 25, 2020, the order was
modified and superseded by a new SEC order (Release No. 34-88465), which
provides conditional relief to public companies that are unable to timely comply
with their filing obligations as a result of the novel Coronavirus ("COVID- 19")
outbreak (the "SEC Order"). The SEC Order provides that a registrant subject to
the reporting requirements of Exchange Act Section 13(a) or 15(d), and any
person required to make any filings with respect to such registrant, is exempt
from any requirement to file or furnish materials with the Commission under
Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and
Regulations 13A, Regulation 13D-G (except for those provisions mandating the
filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and
Exchange Act Rules 13f-1, and 14f-1, as applicable, if the following conditions
are satisfied.
(a) The
registrant or any person required to make any filings with respect to such a
registrant is unable to meet a filing deadline due to circumstances related to
COVID-19;
(b) Any
registrant relying on this Order furnishes to the Commission a Form 8-K or, if
eligible, a Form 6 by the later of March 16 or the original filing deadline of
the report stating:
(1) that it is relying on this Order;
(2) a brief description of the reasons why it could not file such report,
schedule or form on a timely basis;
(3) the estimated date by which the report, schedule, or form is expected to
be filed;
(4) a company specific risk factor or factors explaining the impact, if
material, of COVID-19 on its business; and
(5) if the reason the subject report cannot be filed timely relates to the
inability of any person, other than the registrant, to furnish any required
opinion, report or certification, the Form 8-K or Form 6-K shall have attached
as an exhibit a statement signed by such person stating the specific reasons why
such person is unable to furnish the required opinion, report or certification
on or before the date such report must be filed.
(c) The
registrant or any person required to make any filings with respect to such a
registrant files with the Commission any report, schedule, or form required to
be filed no later than 45 days after the original due date; and
Page 2
(d)
In any report, schedule or form filed by the applicable deadline pursuant to
paragraph (c) above, the registrant or any person required to make any
filings with respect to such a registrant must disclose that it is relying
on this Order and state the reasons why it could not file such report,
schedule or form on a timely basis.
As
previously reported on Form 8-K filed on March 27, 2019 and on Form 8-K/A on May
29, 2020, the Company was unable to file its Form 10-K for the fiscal year ended
December 31, 2019 by the original deadline, due to circumstances related to the
COVID-19 pandemic.
On March 11,
2020, the Company took the decision that its employees will commence working
from home so as to reduce the spread of COVID-19. The spread of Coronavirus
related illness, such as COVID-19, within the offices of the Company or among
its key employees, notwithstanding work-from-home arrangements, could severely
impair the operational capabilities of the Company resulting in harm to the
Company's business and its operating results.
The COVID-19
restrictions particularly in Israel, caused the Company significant disruptions
in the following areas, 1) limited access to the Company's facilities and 2) the
stay at home orders, all of which is resulting in limited support from our staff
and professional advisors. This has, in turn, delayed the Company's ability to
obtain all of the necessary financial records that it needs to permit the
Company to prepare and complete its Form 10-K 2019 annual report in a timely
manner.
In addition,
as required by Rule 12b-15 and 13a-14 under the Exchange Act, the Company is
including in this Amendment certifications from its Co-Chief Executive Officers
and Chief Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of
the Exchange Act as exhibits to this Amendment. Because no financial statements
have been included in this Amendment and this Amendment does not contain or
amend any disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly,
because no financial statements have been included in this Amendment,
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have
been omitted.
Except as
described above, this Amendment does not amend, modify or update disclosures in,
or exhibits to, the Original Filing. Furthermore, this Amendment does not change
any previously reported financial results, nor does it reflect events occurring
after the filing of the Original Filing. Accordingly, this Amendment should be
read in conjunction with the Original Filing and the Company's filings with the
SEC subsequent to the Original Filing.
Page 3
PART IV
ITEMS 15. EXHIBITS
The exhibits
required by Item 601 of Regulation S-K are listed in the accompanying Exhibit
Index at the end of this report. Each management contract or compensatory plan
or arrangement required to be filed as an exhibit to this Form 10-K has been
identified.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
KIDOZ INC.
(previously
Shoal Games Ltd.)
By: /s/ J. M. Williams
J. M. Williams
Co-Chief Executive Officer
By: /s/ E. Ben Tora
E. Ben Tora
Co-Chief Executive Officer
Date: June 9, 2020
Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ J. M.
Williams Co-Chief Executive Officer
June 9, 2020
J. M. Williams
By: /s/ E. Ben
Tora Co-Chief Executive Officer
June 9, 2020
E. Ben Tora
By: /s/ H. W.
Bromley Chief Financial
Officer June 9, 2020
H. W. Bromley (Principal Financial and
Principal Accounting
Officer)
Page 4
EXHIBIT 31.1
CERTIFICATIONS
I, J. M. Williams, certify that:
1.
I have reviewed this Amendment No. 2 to the Annual Report on Form
10-K of Kidoz Inc.; and
2.
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.
Signed
: /s/ J. M. Williams
Date :
June 9, 2020
J. M. Williams,
Co-Chief Executive Officer,
Page 5
EXHIBIT 31.2
CERTIFICATIONS
I, E. Ben Tora, certify that:
1.
I have reviewed this Amendment No. 2 to the Annual Report on Form
10-K of Kidoz Inc.; and
2.
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.
Signed
: /s/ E. Ben Tora
Date :
June 9, 2020
E. Ben Tora,
Co-Chief Executive Officer,
Page 6
EXHIBIT 31.3
CERTIFICATIONS
I, H. W. Bromley, certify that:
1.
I have reviewed this Amendment No. 2 to the Annual Report on Form
10-K of Kidoz Inc.; and
2.
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report.
Signed
: /s/ H. W. Bromley
Date :
June 9, 2020
H.W. Bromley,
Chief Financial Officer
(Principal Accounting
Officer)
Page 7
EXHIBIT LIST
The following instruments are included as exhibits to this Report. Exhibits
incorporated by reference are so indicated.
Exhibit Number
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Description
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31.1
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Certificate of
Co-Chief Executive Officer pursuant to the Securities Exchange Act Rules
13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated June 9, 2020.
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31.2
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Certificate of
Co-Chief Executive Officer pursuant to the Securities Exchange Act Rules
13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated June 9, 2020.
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31.3
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Certificate of
Chief Financial Officer pursuant to the Securities Exchange Act Rules
13a-15(e) and 15d -15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated June 9, 2020.
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Page 8
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